Two dim wits and a fast talker (Clooney) escape from prison in the 1930's South USA. Seeking a hidden 1.2 million-dollar treasure, the police-dodging trio hitchhikes from one near-surreal adventure to the next. All the while, deeply rich gospel music graces their adventures.

Clooney splendidly rattles encyclopedic phrases off a friendly southern accent. His two narrow-eyed buddies are also charming despite their lack of brains. Vying between the light and the peacefully religious, "O Brother" eventually favors the silly instead of the profound.

Beautifully filmed with carefully scripted dialogue, the production almost breaks out into cinema greatness. If only the rich touch and feel had been backed up with a stronger knot and substance, this one could have been as truly gorgeous as its music. A strong B+.